Last Updated: January 27, 2025 | Previous Versions. If you previously accepted either the Provider Terms of Service or Consumer Terms of Service, they can be found here: Provider Terms of Service | Consumer Terms of Service
- INTRODUCTION.
- Purpose. These Terms are entered into by and between Snowflake Inc. (“Snowflake”) and Customer to govern Customer’s use of the Marketplace as a Provider and/or Consumer (as applicable).
- U.S. Government Amendment. Where Customer is a U.S. Governmental Entity, these Terms are modified by the terms and conditions set forth in the U.S. Government Amendment available at https://www.snowflake.com/legal/us-government-amendment-to-snowflake-provider-and-consumer-terms/ (“U.S. Government Amendment”). Where there is any inconsistency or conflict between these Terms and the U.S. Government Amendment, the terms and conditions of the U.S. Government Amendment shall prevail with respect to a U.S. Governmental Entity’s use of the Marketplace.
- Use of Service Features. Use of the Marketplace requires using the Service, including the Listing Functionality of the Service, but the Marketplace is not part of the Service. Customer’s use of the Service and any Account(s) is governed by Customer’s Service Agreement, and for clarity, any claims arising in connection with the Service and/or any Account will be made under the Service Agreement and not these Terms. Utilizing the Service in connection with the Marketplace, including by querying or making other use of any Products in Customer’s Account(s), will subject Customer to charges for those features as set forth in Customer’s Service Agreement.
- Acceptance and Enforceability. To the extent Customer’s Service Agreement does not include these Terms, Customer’s Org Admin is required to accept these Terms within Snowsight (the Web interface of the Service) and, by accepting these Terms, represents and warrants that they have the authority to do so on behalf of Customer. Without limiting Section 11.10 (Entire Agreement), as of the Effective Date, prior agreements covering Customer’s use of the Marketplace are hereby terminated and superseded by these Terms. These Terms are enforceable like any written agreement signed by Customer and Snowflake.
- Resellers. If Customer purchased the Service through a reseller, Customer will continue to pay such reseller for the Service. However, Customer’s use of the Marketplace, including any payments related to use of the Monetization Offering, will be subject to these Terms.
- USE OF MARKETPLACE.
- Provision of Marketplace. The Marketplace provides Customer with the abilities to offer, license, and sell Products as a Provider and purchase Products as a Consumer. Customer may create, share, manage access to, and access Products using the Service, as described in the Documentation. Snowflake will make the Marketplace available to Customer solely for use by Customer, at its option, as a Provider and/or Consumer, in accordance with these Terms, the Provider and Consumer Policies, and the Documentation. Subject to Section 5.1 (Snowflake Products), the availability of any Product in the Marketplace does not imply Snowflake’s endorsement of such Product or any affiliation with the Provider of such Product.
- Monetization Offering. Customer, at its option, may use the on-platform monetization offering that Snowflake makes available, which allows for the purchase, invoicing, and collection of payments with respect to Products, as described in the Documentation (such offering and any derivative works, modifications, updates, or improvements thereto, the “Monetization Offering”). If Customer is using the Monetization Offering as either a Provider or Consumer, the terms attached in Exhibit A (Monetization Offering Terms) of these Terms apply. Except as provided in Section 5.1 (Snowflake Products), Snowflake is not the seller of record of any Products.
- Compliance with Policies. Customer will comply with the Provider and Consumer Policies, as applicable.
- Previews. Snowflake may make certain Previews available to Customer. Customer may access and use Previews solely for its internal evaluation purposes and in accordance with the Preview Terms.
- USE AS A CONSUMER. If Customer is using the Marketplace as a Consumer, the following provisions will apply:
- Responsibility for Provider Materials. Providers are solely responsible and liable for their Provider Materials, and, subject to Section 5.1 (Snowflake Products), Snowflake bears no responsibility or liability for such Provider Materials and makes no representations as to their completeness, accuracy, reliability, validity, availability, security, or timeliness. Customer acknowledges that, subject to Section 5.1 (Snowflake Products), the Provider, not Snowflake, is responsible for addressing any claims relating to the Provider Materials or Customer’s access and/or use of the Provider Materials, including any (i) intellectual property or product liability claims, (ii) claims that the Provider Materials infringe or otherwise violate third-party rights or fail to conform to any applicable legal or regulatory requirement, (iii) claims arising under consumer protection or similar legislation, (iv) obligations required under applicable data protection laws, and (v) security-related claims (collectively, “Provider Materials Claims“).
- Product Security. Customer is solely responsible for evaluating whether Product(s) meet its requirements, including security requirements. To the extent that a Provider provides Snowflake with an Audit Report for its Product(s) in connection with engaging the Security Assessor and the independent auditor, pursuant to Section 4.9 (Application Audits) of these Terms, or otherwise, Customer acknowledges and agrees that Snowflake has no liability with respect to any acts or omissions on the part of such Security Assessor or independent auditor or the accuracy or content of any Audit Report provided to Snowflake by a Provider.
- Listing Terms. Prior to executing any Transaction, Customer shall enter into Listing Terms with the relevant Provider. Customer acknowledges and agrees that (i) to the extent that Customer’s authorized Users accept a Provider’s Listing Terms within the Marketplace, such acceptance shall be binding on Customer; (ii) Snowflake does not guarantee that any attempts by Customer to enter into a Transaction will be accepted or approved by any Provider; and (iii) except where Snowflake is the applicable Provider, Snowflake (a) is not a party to any such Listing Terms, (b) is not responsible for the delivery of any Product, and (c) disclaims all responsibility and liability arising from or related to such Listing Terms.
- Payments. Customer is solely responsible for payment of the Product Cost of any Products Customer purchases. Customer may be issued a Product Invoice for such Product Cost (and, subject to Section 2.6 (Taxes) of Exhibit A, any Taxes) by (i) the Provider, directly, or (ii) Snowflake, on behalf of the Provider, if the Provider is leveraging the Monetization Offering (in either case, the “Invoicing Party”). Customer will pay the Invoicing Party the Product Cost and all amounts set forth on the Product Invoice within the Payment Period specified on such Product Invoice.
- Support. Unless otherwise provided by these Terms, the Provider will be solely responsible for addressing any inquiries, requests, complaints, claims, or support or maintenance matters, including those related to quality, content, errors, or refunds, relating to its Provider Materials. Any such inquiries, requests, complaints, claims, or support or maintenance matters should be directed to the applicable Provider.
- Access to Provider Materials. Customer acknowledges and agrees that: (i) Snowflake may limit, suspend, or terminate Customer’s and any Provider’s abilities to access or use the Marketplace, subject to Section 7 (Termination of Terms); and (ii) Providers may at any time stop offering their Provider Materials via the Marketplace, subject to the terms applicable to the Provider in these Terms, the Provider and Consumer Policies, the applicable Listing Terms, and any other existing obligations between Customer and the Provider; in each case without liability to Snowflake (subject to Section 5.1 (Snowflake Products)).
- Information Shared with Providers. Customer acknowledges and agrees that Snowflake may share information relating to Customer’s procurement, purchase, access, and use of a Product, including Usage Data, general Account details, and contact information (including identifying Customer and Customer’s Users in connection with such information), with the applicable Provider, as described in the Documentation. Snowflake will share any Personal Data contained within such information in accordance with Snowflake’s Privacy Notice at https://www.snowflake.com/privacy-policy/. Providers may use such Personal Data in accordance with their respective privacy notices provided to Customer during the Transaction, including to market their other Products. Customer may obtain the Provider’s contact information and information regarding the Provider’s processing of Personal Data from the Provider’s privacy notice.
- Compliance with Applicable Law. Customer represents and warrants that it will comply with all applicable laws and regulations in connection with using the Marketplace as a Consumer, including in connection with all Transactions and Provider Materials it obtains or uses, and by obtaining all necessary consents, permissions, and licenses with respect to its access, use, and, if applicable, purchase of such Provider Materials. For clarity, to the extent that the Provider Materials include or use artificial intelligence or machine learning services or technology (“AI Technology”), and without limitation to any different allocation of risk as may be directly agreed upon between the relevant Provider and Customer, Customer acknowledges and agrees that (i) Customer is responsible for all acts, omissions, results, decisions, and consequences arising from Customer’s use of the AI Technology, including compliance with any applicable obligations or restrictions arising from data protection laws and agreements, intellectual property laws, and laws and regulations governing the use of AI Technology; and (ii) the AI Technology is not designed for use with any sensitive, critical, vulnerable, or hazardous systems or environments, use that could result in harm to persons or property, or use that could violate individual rights.
- USE AS A PROVIDER. If Customer is using the Marketplace as a Provider, the following provisions will apply:
- Provider Materials. Customer is solely responsible for its Provider Materials (including the accuracy, content, and legality of such Provider Materials), and ensuring that its Provider Materials comply with these Terms and the applicable Provider and Consumer Policies. Snowflake bears no responsibility or liability for Customer’s Provider Materials. Customer represents and warrants that it has all necessary rights and permissions to license and, if applicable, sell its Provider Materials to Snowflake and Consumers as contemplated in these Terms. In the event of any Provider Materials Claims (including any third-party claims that Customer’s Provider Materials or a Consumer’s possession and use of Customer’s Provider Materials infringe such third party’s intellectual property rights), Customer acknowledges and agrees that it will be solely responsible for the prompt investigation, defense, settlement, and complete resolution of any such claims.
- Review. Customer must submit to Snowflake its Provider Materials when offering a Product to Consumers. Snowflake may review Customer’s Provider Materials from time to time, for quality, abuse, and/or security issues in connection with the provision of the Listing Functionality under the Service, and subject to Customer’s Service Agreement (each such review, a “Snowflake Review”). Snowflake shall have no responsibility or liability for rejection of any Provider Materials, or its failure to identify any deficiencies or problems of any type with the Provider Materials, including, issues related to compliance with applicable terms or law. Snowflake may identify Customer’s Product(s) that are shared publicly via the Marketplace as having been successfully reviewed for certain abuse and security-related issues. Customer may not advertise or rely on any Snowflake Review as part of its own compliance or marketing activities.
- Support. Customer acknowledges and agrees that: (i) Customer is solely responsible for addressing support and maintenance matters relating to its Provider Materials and Listing Terms and inquiries or requests from Consumers regarding the Listing Terms and Provider Materials, including any inquiries or requests related to quality, content, errors, or refunds; (ii) Snowflake will refer all such matters to Customer; (iii) Customer will handle such matters regarding the Provider Materials and the Listing Terms, including as may arise in connection with any use of a Product; in each case, unless such matters are solely caused by breach of the Terms by Snowflake; and (iv) Customer will provide and maintain its contact information in the Listing Information and will be reasonably available to Consumers for all such inquiries and requests on a regular basis.
- Compliance with Applicable Law. Customer represents and warrants that it will comply with all applicable laws and regulations in connection with using the Marketplace as a Provider, including in connection with all Transactions and Provider Materials generally, including, without limitation, the Protecting Americans’ Data from Foreign Adversaries Act and US Executive Order Preventing Access to American’s Bulk Sensitive Personal Data, its implementing rules and regulations, and any amendments or supplements thereto. For clarity and without limiting the foregoing, to the extent that Customer’s Provider Materials include AI Technology, Customer acknowledges and agrees that (i) Customer is responsible for compliance with any applicable legal or regulatory obligations arising from data protection laws and agreements, intellectual property laws, and laws or regulations governing the use of AI Technology; and (ii) Customer will not indicate that such AI Technology is designed for use with any sensitive, critical, vulnerable, or hazardous systems or environments use that could result in harm to persons or property, or use that could violate individual rights.
- Listing Terms. Prior to executing any Transaction, Customer shall enter into Listing Terms with the relevant Consumer. Customer acknowledges and agrees that (i) to the extent that a Consumer’s authorized Users accept Customer’s Listing Terms within the Marketplace as described in Section 3.3 (Listing Terms), such acceptance shall be binding on Customer; (ii) Customer and not Snowflake, will be responsible for performing the obligations of any Listing Terms with Consumers; and (iii) except where Snowflake is the applicable Consumer, Snowflake (a) is not a party to any such Listing Terms, and (b) disclaims all responsibility and liability arising from or related to such Listing Terms. Customer is responsible for ensuring that its Listing Terms include, at a minimum, terms providing that: (i) the agreement is solely between Customer and the Consumer, and not Snowflake (except where Snowflake is the Consumer); and (ii) Customer is solely responsible and liable for its Provider Materials and obligations under the Listing Terms, including any maintenance and support services.
- Consumer Use. Customer acknowledges that Snowflake has no control over or responsibility for how Consumers use Provider Materials. Snowflake is under no obligation to monitor or otherwise limit Consumers’ use of any Provider Materials, including use of any database functions in a Product or use of any information from a Product. Customer’s recourse for any actual or apparent misuse of Provider Materials by a Consumer shall be solely recoverable against the applicable Consumer.
- Listing Retirement. In the event that Customer stops offering a Product in the Marketplace, Customer will allow Consumers who are accessing or using Customer’s Product(s) to continue to access and use such Product(s) for the duration of time specified in the “Listing Retirement” requirements in the Documentation (such duration of time, the “Retirement Period”).
- Third-Party Notices. If applicable, Customer will promptly handle any takedown requests, and other notices of alleged infringement or illegality, or violation of third-party rights relating to the Provider Materials, as necessary to comply with applicable law, and will promptly notify Snowflake of any such requests or notices.
- Application Audits. Customer, in its sole discretion, may engage Security Assessor to help facilitate Customer obtaining an Audit Report for its Product(s) from an independent auditor. Customer acknowledges and agrees that (i) Security Assessor’s and the independent auditor’s services are not part of the Marketplace and are subject to a separate agreement between Customer and Security Assessor; (ii) Snowflake has no liability with respect to any of Security Assessor’s or independent auditor’s services or the accuracy or content of any Audit Report provided to Snowflake by Customer; (iii) Customer is solely responsible for ensuring that any Audit Report provided to Snowflake is valid and applies to the Product(s) identified by Customer; and (iv) Customer is solely responsible for paying any fees and taxes associated with Security Auditor’s and the independent auditor’s services. To the extent that Customer provides Snowflake with an Audit Report for Customer’s Product(s) in connection with engaging Security Assessor and the independent auditor, Snowflake may identify Customer’s Product(s) publicly as having received an Audit Report on Customer’s behalf. Customer will provide Snowflake with 30 day’s prior written notice in the event that Customer intends to implement modifications to its Product(s) that could adversely affect the independent auditor’s opinion reached in the Audit Report previously provided to Snowflake. Snowflake may cease identifying Customer’s Product(s) publicly as having received an Audit Report upon receipt of such notice.
- Breach Notifications. If Customer notifies Consumer(s) or data subject(s) of a security incident or breach related to its Provider Materials, it will also promptly and without undue delay notify Snowflake at [email protected].
- Export Control. Customer agrees to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Customer acknowledges that the Marketplace is available in countries around the world (excluding countries, or parts thereof, that are subject to a complete U.S. government embargo) and that Customer has all rights needed for Customer and Snowflake to make Customer’s Listing Information and Products available via the Marketplace for use by Consumers in such countries. Without limiting the foregoing, Customer: (i) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country, or part thereof, that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; (ii) will not (and will not permit any third parties to) access or use the Marketplace in violation of any U.S. export embargo, prohibition, or restriction; and (iii) will not offer or share any information that is controlled under the U.S. International Traffic in Arms Regulations via the Marketplace.
- Personal Data Provided by Snowflake. For any Personal Data that is provided to Customer by or on behalf of Snowflake, or otherwise collected by Customer from Snowflake or via the Marketplace, Customer agrees that it, and all third parties and Affiliates (as applicable) who are provided or otherwise process the Personal Data, shall: (i) not Sell, Combine, or Share the Personal Data, (ii) not use the Personal Data in a manner that could cause any exchange of the Personal Data to qualify as a Sale or Share of such Personal Data, (iii) only use the Personal Data for Transactions and, if Customer has obtained all required consents, marketing communications limited to Products, in each case, in accordance with Customer’s public-facing privacy notice and applicable law, (iv) keep the Personal Data secure, using industry-standard or better measures, and (v) cooperate with Snowflake in the satisfaction of any related data subject requests. Further transfers of the Personal Data by Customer (if any) must comply with all applicable laws and regulations governing such transfer, including any required data subject notice and/or consent. Customer shall provide Snowflake a link to Customer’s public-facing privacy notice when requested and such link may be included on any Snowflake site where Personal Data of a Consumer is collected by or on behalf of Customer in connection with a Transaction. Customer shall use commercially reasonable efforts to ensure such link remains up-to-date and operational.
- Personal Data Provided by Provider. Customer shall not disclose any Personal Data in any Listing Information or Provider Profile. Customer shall not disclose or reveal Sensitive Personal Data to Consumers in any Provider Materials offered publicly via the Marketplace. If any Personal Data is included within the Provider Materials, Customer represents and warrants that it complies with all applicable laws, including that Customer (i) collects, discloses, transfers, and maintains the Personal Data in accordance with such laws (e.g., obtaining any required consents), (ii) enters into any legally required terms with Consumers prior to a Transaction, and (iii) satisfies any applicable data subject request or notification required by applicable law.
- SNOWFLAKE AS PROVIDER.
- Snowflake Products. Snowflake may provide or sell its own Product(s) as a Provider. In the event of a conflict between these Terms and any Listing Terms applicable to Snowflake’s Products, the Listing Terms will take precedence over these Terms solely in connection with such Product(s).
- Snowflake Product Configurations. Without limitation to any applicable Listing Terms, to the extent that Customer accesses or uses any Snowflake Product(s), Customer is solely responsible and liable for (i) any Customer Configurations, including with respect to their accuracy, content, and legality; and (ii) evaluating and ensuring that any Customer Configurations or Default Configurations that Customer selects or uses meet Customer’s specific requirements, legal or otherwise.
- External Offerings. Customer may, in its sole discretion, use External Offerings in connection with its use of Snowflake Products, including for transmitting data between such External Offerings and Snowflake Products. Customer acknowledges and agrees that External Offerings are not part of any Snowflake Product(s) or the Service, and Snowflake has no obligations or liability under these Terms or any Listing Terms with respect to such External Offerings or data transmissions. Customer will acquire and maintain all rights and licenses to the applicable External Offerings as are necessary for Customer’s use thereof in connection with Snowflake Products, including pursuant to any governing terms that the provider of such External Offerings requires in connection with such use. To the extent Customer uses any External Offerings with Snowflake Products, Customer shall use such External Offerings in accordance with (a) the External Offering Terms, located at https://www.snowflake.com/legal/external-offering-terms/; (b) the Documentation; and (c) all applicable laws and regulations. Further, Customer shall not use External Offerings in a manner that (i) causes Snowflake to be in breach of its obligations under applicable laws and regulations; or (ii) violates the rights or terms of any third party. For the avoidance of doubt, to the extent that Customer utilizes Snowflake Products to transfer data for which Snowflake is processor under the Listing Terms out of the Service to any External Offerings, Customer understands and agrees that such transferred data is no longer data processed by or on behalf of Snowflake.
- INTELLECTUAL PROPERTY.
- Snowflake Rights. Customer agrees that Snowflake or its suppliers retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Marketplace. Except for the express limited rights set forth in this Agreement, no right, title or interest in any Marketplace is granted to Customer. Snowflake may freely use and incorporate any suggestions, comments or other feedback voluntarily provided by Customer or Users into Snowflake’s products and services.
- Listing Information and Provider Profile. If Customer is using the Marketplace as a Provider, subject to these Terms and solely in connection with Snowflake operating, improving, and marketing the Marketplace, Customer hereby grants to Snowflake and its Affiliates a non-exclusive, worldwide, royalty-free, non-sublicensable, non-transferable (except as otherwise set forth in Section 11.1 (Assignment)), revocable (provided these Terms shall be terminated immediately upon revocation pursuant to Section 7 (Termination of Terms)) license to reproduce, distribute, display, and translate its Listing Information and Provider Profile via the Marketplace and Snowflake’s website and marketing materials, including for the purpose of identifying Customer, and any third parties on whose behalf Customer makes a Product available, as a Provider. Snowflake may make reasonable, minor changes to the Listing Information and Provider Profile, such as resizing or reformatting. As between the parties, Customer owns and reserves all right, title, and interest in and to the Listing Information and Provider Profile. For the avoidance of doubt, to the extent that Customer provides Snowflake with any videos, video links, or video URLs (“Video Content”) as part of its Listing Information or Provider Profile, the license grant in this Section 6.2 will extend to embedding such Video Content in connection with operating, improving, and marketing the Marketplace.
- Content Moderation. If Customer is using the Marketplace as a Provider, Snowflake may at any time (i) modify, obfuscate, or remove any of Customer’s Listing Information and Provider Profile and/or (ii) limit, suspend, or terminate Customer’s access to or use of the Marketplace, including with respect to ongoing Transactions, in either case if Snowflake determines that any of Customer’s Provider Materials: (a) do not comply with these Terms and/or applicable Provider and Consumer Policies; (b) have created any legal, regulatory, security, or reputational risks for Snowflake or its customers; or (c) are otherwise unlawful. Notwithstanding the foregoing, subject to Section 5.1 (Snowflake Products), Snowflake (i) has no duty or obligation to review, accept or deny, monitor, or otherwise control any Provider Materials or use thereof; and (ii) is under no obligation to monitor Customer’s compliance with these Terms and the Provider and Consumer Policies. This Section 6.3 does not create any private right of action on the part of any third party or any expectation that Provider Materials will not contain any content that is prohibited by these Terms or the Provider and Consumer Policies.
- Usage Data. Customer acknowledges and agrees that Snowflake may collect and use Usage Data to develop, improve, support, and operate its products and services. Snowflake may not share any Usage Data that includes Customer’s Confidential Information with a third party except (a) in accordance with Section 11.5 (Confidentiality), (b) to the extent the Usage Data is aggregated and anonymized such that Customer and Customer’s Users cannot be identified, or (c) as otherwise provided herein.
- TERMINATION OF TERMS.
- Termination for Convenience. Either party may terminate these Terms (i) for convenience at any time upon 30 days’ notice to the other party and subject to Section 4.7 (Listing Retirement), if applicable. For the avoidance of doubt, these Terms will continue in full force and effect until the end of any applicable Retirement Period(s) under Section 4.7 (Listing Retirement).
- Termination for Cause. Either party may terminate these Terms (i) immediately if the party is required to do so by applicable law, or (ii) if Snowflake determines or reasonably suspects that: (a) Customer is violating any applicable laws, policies, or agreements (including these Terms, any applicable Listing Terms, and the Provider and Consumer Policies); (b) Customer is abusing Snowflake’s services; or (c) Customer has created any legal, regulatory, security, or reputational risks for Snowflake.
- Cessation of Use. Customer may stop using the Marketplace or any Product at any time, subject to Section 4.7 (Listing Retirement) and any applicable Listing Terms.
- Cure. Prior to exercising its rights under Section 7.2 (Termination for Cause), Snowflake will make commercially reasonable efforts to provide Customer an opportunity to cure any such prohibited conduct, unless, in Snowflake’s opinion: (i) providing such a cure opportunity would be contrary to applicable law; (ii) the provision of such an opportunity, or failing to timely limit, suspend, or terminate Customer’s access to or use of the Marketplace, would harm Snowflake, its customers, or any other third party; or (iii) the prohibited conduct is not reasonably capable of cure.
- Effect of Termination. Upon termination of these Terms, (i) Snowflake may limit, suspend, or terminate Customer’s abilities to access and use the Marketplace, as either a Provider or Consumer and (ii) Customer will promptly cease all use of the Marketplace. Snowflake will have no liability to Customer for any limitation, termination, or suspension of access to or use of the Marketplace, nor will limitation, termination, or suspension of such access or use: (i) limit any other rights or remedies Snowflake may have; (ii) entitle Customer to any refund; (iii) affect Customer’s obligation to pay all Fees, Product Costs, and Taxes, as applicable, due or otherwise accrued through the date of limitation, suspension, or termination; or (iv) affect Snowflake’s obligation to pay Customer’s Net Payment (subject to Section 3.5 (Fees and Expenses) of Exhibit A (Monetization Offering Terms)), as applicable, that became due or otherwise accrued before Termination of these Terms.
- Survival. The following sections will survive any termination of the Terms: 7.6. Sections 1 (Introduction); 3.4 Payments; 3.7 (Information Shared with Providers); 3.8 (Compliance with Applicable Law); 4.1 Provider Materials; 4.6 (Consumer Use); 4.12 (Personal Data Provided by Snowflake); 6.1 (Snowflake Rights); 6.4 (Usage Data); 7 (Termination of Terms); 8 (Indemnification); 9 (Warranty and Disclaimer); 10 (Limitations of Liability); 11 (General Terms); 12 (Definitions); and all sections of Exhibit A (Monetization Offering Terms).
- INDEMNIFICATION.
- Indemnification by Snowflake. Snowflake will defend Customer against any claim by a third party alleging that the Marketplace, when used in accordance with these Terms and the Documentation, infringes any intellectual property right of such third party, and will indemnify Customer for any damages and costs finally awarded against Customer or agreed in settlement by Snowflake (including reasonable attorneys’ fees) resulting from such claim. The foregoing obligations of Snowflake will not apply to the extent the applicable claim is directly attributable to: (i) Customer’s gross negligence or willful misconduct; or (ii) infringement of intellectual property by any materials not provided by Snowflake (including any Provider Materials (if applicable)), either alone or in combination with the Marketplace.
- Indemnification by Customer.
(a) Where Customer is using the Marketplace as a Provider: Customer will defend Snowflake against any claim by a third party arising from or relating to (i) any of Customer’s Provider Materials or Customer Configurations, and/or (ii) Customer’s breach of these Terms and the Provider and Consumer Policies, as applicable, and Customer will indemnify Snowflake for any damages and costs finally awarded against Snowflake or agreed in settlement by Customer (including reasonable attorneys’ fees) resulting from such claim. The foregoing obligations of Customer will not apply to the extent the applicable claim is directly attributable to: (i) Snowflake’s gross negligence or willful misconduct; or (ii) any modification of the relevant Provider Materials by Snowflake (other than in accordance with Provider’s instructions) that results in a violation, infringement, or misappropriation of the rights of a third party.
(b) Where Customer is using the Marketplace as a Consumer: Customer will defend Snowflake against any claims by a third party arising from or relating to (i) Customer Configurations, (ii) its use of Provider Materials, and/or (iii) Customer’s breach of these Terms, and Customer will indemnify Snowflake for any damages and costs finally awarded against Snowflake or agreed in settlement by Customer (including reasonable attorneys’ fees) resulting from such claims. The foregoing obligations of Customer will not apply to the extent the applicable claim is directly attributable to Snowflake’s gross negligence or willful misconduct. - Indemnification Procedures. In the event of a potential indemnity obligation under Section 8, the indemnified party (the “Indemnified Party”) will: (i) promptly notify the other party (the “Indemnifying Party”) in writing of the claim; (ii) allow the Indemnifying Party the right to control the investigation, defense, and settlement (if applicable) of such claim at the Indemnifying Party’s sole cost and expense; and (iii) upon request of the Indemnifying Party, provide all necessary cooperation at the Indemnifying Party’s expense. Failure by the Indemnified Party to notify the Indemnifying Party of a claim under Section 8 shall not relieve the Indemnifying Party of its obligations under Section 8. However, the Indemnifying Party shall not be liable for any litigation expenses that the Indemnified Party incurred prior to the time when notice is given or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to the Indemnifying Party in accordance with Section 8. The Indemnifying Party may not settle any claim that would bind the Indemnified Party to any obligation (other than payment covered by the Indemnifying Party or ceasing to use infringing materials) or require any admission of fault by the Indemnified Party, without the Indemnified Party’s prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed. Any indemnification obligation under Section 8 will not apply if the Indemnified Party settles or makes any admission with respect to a claim without the Indemnifying Party’s prior written consent.
- WARRANTY AND DISCLAIMER.
Subject to Section 2.4 (Previews), Snowflake warrants that the Marketplace will work in substantial conformity with the Documentation. Except as expressly set forth in these Terms and without limiting any provisions in any other agreement, the Marketplace is made available to Customer on an as-is and as-available basis and, except as set forth in the immediately preceding sentence, Snowflake makes no representations or warranties of any kind, implied or expressed, with respect to the Marketplace, including warranties of merchantability, title, non-infringement, or fitness for a particular purpose, which are disclaimed. Snowflake does not represent or warrant that the use of the Marketplace will be uninterrupted or error-free. Although Snowflake attempts to make use of the Marketplace safe, subject to Section 5.1 (Snowflake Products), Snowflake cannot and does not represent or warrant that any Provider Materials are free of harmful content or materials.
- LIMITATIONS OF LIABILITY. Sections 10.1 (Exclusion of Damages) and 10.2 (Total Liability) below will apply: (a) regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise; (b) even if any limited remedy specified in these Terms is found to have failed of its essential purpose; (c) to the maximum extent permitted by applicable law, and (d) notwithstanding any other provision of these Terms.
- Exclusion of Damages. Except with respect to Excluded Claims, in no event will either party or its Affiliates be liable to the other party or its Affiliates for any loss of use, lost or inaccurate data, interruption of business, costs of delay, cover costs, lost profits, or any indirect, special, incidental, reliance, punitive, exemplary, or consequential damages of any kind, even if informed of the possibility of such damages in advance.
- Total Liability. Except with respect to Excluded Claims, in no event will either party’s or its Affiliates’ total liability to the other party or its Affiliates for all claims in the aggregate (for damages or liability of any type) in connection with these Terms exceed $50,000 (USD).
- GENERAL TERMS.
- Assignment. These Terms will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign these Terms without the advance written consent of the other party, except that either party may assign these Terms in their entirety in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such party’s assets or voting securities to such party’s successor; and Snowflake may assign these Terms in their entirety to any Affiliate. Each party shall promptly provide notice of any such assignment (which for Snowflake, may be provided by posting a notice in the Marketplace, notwithstanding Section 11.7 (Notices)). Any attempt to transfer or assign these Terms except as expressly authorized under this Section 11.1 will be null and void.
- Subcontracting. Either party may use contractors in connection with the performance of its activities under these Terms as it deems appropriate, provided that each party remains responsible for the performance of each such contractors.
- Snowflake Affiliates. While Snowflake remains fully liable and responsible for all Snowflake obligations under these Terms, the Parties acknowledge that certain obligations under these Terms may be fulfilled by Snowflake’s Affiliates.
- Severability; Interpretation; Conflicts. If a court of competent jurisdiction holds any provision of these Terms to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that these Terms will otherwise remain in effect. Section headings are inserted for convenience only and shall not affect interpretation of these Terms. In the event of a conflict between the Service Agreement, these Terms and/or (where applicable) the Provider and Consumer Policies relating to Customer’s use of the Marketplace, the following order of priority will apply: (i) these Terms, (ii) (where applicable) the Provider and Consumer Policies, and (iii) the Service Agreement.
- Confidentiality. Each party (as “Receiving Party”) will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to: (a) not use any Confidential Information of the other party (the “Disclosing Party”) for any purpose outside the scope of these Terms; and (b) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with these Terms and who are bound by obligations of confidentiality to the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. If Receiving Party is required by law, regulation or court order to disclose Confidential Information, then Receiving Party shall, to the extent legally permitted, provide Disclosing Party with advance written notice and cooperate in any effort to obtain confidential treatment of the Confidential Information including, without limitation, the opportunity to seek appropriate administrative or judicial relief. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
- Governing Law, Jurisdiction, and Venue. These Terms will be governed by the laws of the State of Delaware and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods; and the jurisdiction and venue for actions related to the subject matter of these Terms will be the state and federal courts located in New Castle County, Delaware, U.S.A. and both Parties hereby submit to the personal jurisdiction of such courts.
- Notices. All notices must be in writing (in English) and addressed to the Parties via email: (i) for Snowflake, notices must be sent to [email protected], unless indicated otherwise herein; and (ii) for Customer, to the email address of an Org Admin as configured in the Service, or if no such email is configured in the Service, Customer’s product notification email address as configured in the Service and, if neither email is configured in the Service, Customer acknowledges that the means of notice shall be at Snowflake’s reasonable discretion and Snowflake’s ability to timely notify shall be negatively impacted. Notices will be deemed to have been received by the addressee upon the day of sending by email. Snowflake may change its email address for notices under these Terms by providing Customer written notice in accordance with this Section 1.7. Customer may change its email address for notices by updating it within the Service.
- Changes to Terms. Notwithstanding anything in these Terms to the contrary, Snowflake may update or change these Terms, including by posting updated terms on https://www.snowflake.com/legal/snowflake-provider-and-consumer-terms/. For material changes or changes that may have material impact on Customer, Snowflake will provide reasonable notice to Customer in accordance with Section 11.7 (Notices). Changes to these Terms will become effective 30 days after they are posted, except to the extent that the changes apply to new functionality, or are required by applicable law, in which case they will be effective immediately.
- Waivers. No waiver will be implied from conduct or failure to enforce or exercise rights under these Terms, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived.
- Entire Agreement. These Terms are the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements and communications relating to the subject matter of these Terms. Snowflake may change and update the Marketplace (in which case Snowflake may update the applicable Documentation accordingly), subject to the warranty in Section 9 (Warranty and Disclaimer). For clarity, all Snowflake URLs expressly referenced herein include any successor URLs as may be designated by Snowflake. Any Customer, including any Customer that is a U.S. Governmental Entity, that is subject to any additional requirements or terms and conditions (whether by way of applicable law, statute, rules, regulations and/or policy (“Additional Terms”)) that conflict with these Terms or otherwise impose additional obligations or restrictions on Snowflake (excluding any such requirements, terms, conditions in Customer’s Service Agreement), is prohibited from use of all Marketplace unless approved by Snowflake in writing, and Snowflake reserves the right to immediately terminate any such unauthorized use. Should Additional Terms apply, Customer may contact Snowflake at [email protected] for additional information.
- Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under these Terms (except for failure to pay applicable Product Cost(s), Fees, and Taxes) if the delay or failure results from any cause beyond such party’s reasonable control that could not have been prevented through the use of commercially reasonable safeguards, including acts of God, labor disputes, or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms, or other elements of nature, blockages, embargoes, riots, public health emergencies (including pandemics and epidemics), acts or orders of government, acts of terrorism, or war.
- Independent Contractors. Subject to Section 3.4 (Appointment of Snowflake as Agent) of Exhibit A (Monetization Offering Terms), the Parties to these Terms are independent contractors, and there is no relationship of partnership, joint venture, employment, franchise, or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent, and neither party’s employees are eligible for any form or type of benefits, including health, life, or disability insurance, offered by the other party to its employees.
- DEFINITIONS.
- “Account(s)” means Customer’s account(s) in the Service in which Customer stores and processes Customer Data as described in the Service Agreement.
- “Additional Terms” has the meaning set forth in Section 11.10 (Entire Agreement).
- “Affiliate” means: (a) for Customer, any entity that directly or indirectly controls, is controlled by, or is under common control with Customer, where “control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of Customer; and (b) for Snowflake, the Authorized Snowflake Affiliates set forth at https://www.snowflake.com/legal/snowflake-sub-processors/, and solely for purposes of Section 11.5 (Confidentiality), any entity that directly or indirectly controls, is controlled by, or is under common control with Snowflake, where “control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of Snowflake.
- “AI Technology” has the meaning set forth in Section 3.8 (Compliance with Applicable Law).
- “Audit Report” means an audit report from a qualified, independent auditor attesting to the sufficiency of the security controls for Product(s) made available by Providers.
- “Combine” means combining Personal Data with the Personal Data of individuals that Customer has collected or received, either directly from the individual or from or on behalf of another party, for any purpose not expressly permitted by these Terms.
- “Confidential Information” means all information that is identified as confidential at the time of disclosure by the Disclosing Party or reasonably should be known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and/or the circumstances surrounding the disclosure. Confidential Information shall not, however, include information that the Receiving Party can demonstrate: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party.
- “Consumer” means an entity who purchases, procures, or uses Product(s) from the Marketplace.
- “Customer” means the person or entity accepting these Terms and includes, as applicable, U.S. Governmental Entities.
- “Customer Configurations” means all configurations, code, templates, policies, constraints, or other settings developed or created by Customer in connection with use of a Product provided by Snowflake, including any modifications, deletions, or additions to any Default Configurations made by Customer.
- “Customer Data” means any data or data files of any type that are uploaded by or on behalf of Customer for storage or processing in the Service.
- “Default Configurations” means all default configurations, code, templates, policies, constraints, or other settings provided by Snowflake in connection with its Product(s).
- “Disclosing Party” has the meaning set forth in Section 11.5 (Confidentiality).
- “Documentation” means the current technical documentation and usage guides for the Marketplace, made available at https://other-docs.snowflake.com/.
- “Effective Date” means the date on which Customer accepted these Terms in accordance with Section 1.4 (Acceptance and Enforceability).
- “Excluded Claims” means obligations and claims based on: (a) a party’s payment obligations under these Terms; (b) a party’s express obligations under Section 8 (Indemnification); and/or (c) liability which, by law, cannot be limited (e.g., U.S. tort claims for gross negligence and willful misconduct).
- “External Offerings” means separate or third-party data, databases, services, offerings or applications that are independent from, but interoperate with any Snowflake Offerings, and may be procured or used by Customer. For clarity, External Offerings are subject to separate terms, and Snowflake has no obligations or liability with respect thereto under these Terms.
- “Fees” has the meaning set forth in Section 3.5 (Fees and Expenses) of Exhibit A (Monetization Offering Terms).
- “Indemnified Party” has the meaning set forth in Section 8.3 (Indemnification Procedures).
- “Indemnifying Party” has the meaning set forth in Section 8.3 (Indemnification Procedures).
- “Invoicing Party” means the party that provides a Product Invoice to a Consumer in accordance with Section 3.4 (Payments).
- “Listing Functionality” means a Service feature that is covered by Customer’s Service Agreement and that, among other things, permits Providers to share and provide access to Products with Consumers, as described in the Documentation, and any derivative works, modifications, updates, or improvements thereto.
- “Listing Information” means metadata about a Product (but not the Product itself) provided by or on behalf of the applicable Provider, as described in the Documentation. For avoidance of doubt, Listing Information includes Listing Terms.
- “Listing Terms” means the written terms between a Provider and a Consumer governing a Transaction, including the Product Cost.
- “Marketplace” means the Snowflake Marketplace made available at https://app.snowflake.com/marketplace that allows Snowflake customers to offer, sell, procure, and purchase Products, as described in the Documentation, including the Monetization Offering.
- “MCD Program” has the meaning set forth in the MCD Terms.
- “MCD Terms” has the meaning set forth in Section 2.3 (Marketplace Capacity Drawdown Program) of Exhibit A (Monetization Offering Terms).
- “Monetization Offering” has the meaning set forth in Section 2.2 (Monetization Offering).
- “Monetization Offering Fee Schedule” means the schedule of fees made available in Snowsight (the Web interface of the Service) or as described in the Documentation.
- “Net Payment” has the meaning set forth in Section 3.5 (Fees and Expenses) of Exhibit A (Monetization Offering Terms).
- “Org Admin” means an individual authorized by Customer to: (i) maintain the “organization administrator” role for the Service, as described in the Documentation; and (iii) accept these Terms on behalf of Customer in accordance with Section 1.4 (Acceptance and Enforceability).
- “Payment Period” means the payment schedule or due date, as stated on the Transaction’s Product Invoice.
- “Payment Processing” means the processing and settlement of the Product Cost (and, where applicable, any Taxes) by Payment Processor for any Transactions.
- “Payment Processor” means the third-party payment processor, Stripe Inc. (“Stripe”) or such other third-party payment processors as Snowflake may designate from time to time. Stripe’s website is available at https://stripe.com/ (or such successor URL as may be designated by Stripe), and Stripe’s privacy policy is available at https://stripe.com/us/privacy (or such successor URL as may be designated by Stripe).
- “Personal Data” means any information, including opinions, relating to an identified or identifiable natural person and includes similarly defined terms under data protection laws, including the definition of “personal information” in the California Consumer Privacy Act of 2018 (as may be amended from time to time).
- “Preview(s)” means products, features, or services that Snowflake does not yet make generally available, e.g., those that are labeled as “private preview,” “public preview,” “pre-release” or “beta.”
- “Preview Terms” means the Preview Terms located at https://www.snowflake.com/legal/preview-terms-of-service/, which, for clarity, shall govern and supersede any other terms that may otherwise conflict with respect to use of Previews.
- “Processor Account” has the meaning set forth in Section 1 (Payment Processor) of Exhibit A (Monetization Offering Terms).
- “Processor Agreement” means a separate agreement between the Payment Processor and Customer (whether Customer is acting as a Provider or a Consumer) for the provision of Payment Processing by the Payment Processor.
- “Product” means data, software, or services offered by or on behalf of a Provider in the Marketplace.
- “Product Cost” means the amount (calculated by time and/or usage) specified by a Provider for a Transaction pursuant to the applicable Listing Terms and any applicable terms in the Listing Information.
- “Product Invoice” means an invoice issued for the Product Cost due for any Transaction.
- “Provider” means an entity who offers its Product(s) in the Marketplace.
- “Provider and Consumer Policies” means the Provider and Consumer Policies available at https://www.snowflake.com/provider-and-consumer-policies/.
- “Provider Materials” means any Products, Listing Information, and Provider Profiles provided by or on behalf of the applicable Provider.
- “Provider Materials Claims” has the meaning set forth in Section 3.1 (Responsibility for Provider Materials).
- “Provider Profile” means metadata about a Provider provided by or on behalf of the applicable Provider, as described in the Documentation.
- “Receiving Party” has the meaning set forth in Section 11.5 (Confidentiality).
- “Retirement Period” has the meaning set forth in Section 4.7 (Listing Retirement).
- “Security Assessor” means the third-party security and compliance vendor, Vanta, Inc., or such other third-party as Snowflake may designate from time to time. Vanta’s website is available at https://www.vanta.com (or such successor URL as may be designated by Vanta).
- “Sell” or “Sale” means selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, an individual’s Personal Data to a third party for monetary or other valuable consideration.
- “Sensitive Personal Data” means (i) Personal Data that is not publicly available and includes or reveals any of the following: Social Security number, driver’s license, state identification card, tax identification number, passport number, military identification number, or other unique identification number issued on a government document commonly used to verify the identity of a specific individual; account log-in, financial account, debit card or credit card number in combination with any required security or access code, password, or credentials allowing access to an account; economic position; consumer reports (as defined under the Fair Credit Reporting Act); precise geolocation; contents of mail, email, and text messages; racial or ethnic origin, political opinions, religious or philosophical beliefs, or citizenship or immigration status; trade union membership; genetic data; biometric data, such as a retina or iris scan, fingerprint, voiceprint, or scan of hand or face geometry; health or medical data; health insurance information; data concerning a natural person’s sex life or sexual orientation; or Personal Data of children under 16 years of age; and (ii) any similar terms defined under data protection laws, such as ‘sensitive personal information’, ‘personally identifiable sensitive data’ defined under the Protecting Americans’ Data from Foreign Adversaries Act, or bulk U.S. sensitive personal or U.S. Government-related data each as they are defined under data the U.S. Executive Order Preventing Access to American’s Bulk Sensitive Personal Data and its implementing regulations.
- “Service” means the generally available software-as-a-service offering hosted by or on behalf of Snowflake, which for clarity, includes the Listing Functionality.
- “Service Agreement” means that separate written software-as-a-service or cloud agreement governing the Service, or if no such written agreement exists, the Snowflake Terms of Service located at https://www.snowflake.com/legal/terms-of-service/, between Customer (or one of its Affiliates) and Snowflake (or one of its Affiliates).
- “Share” means sharing, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, Personal Data to a third party for cross-context behavioral advertising, whether or not for monetary or other valuable consideration, including transactions for cross-context behavioral advertising in which no money is exchanged.
- “Snowflake” has the meaning set forth in Section 1.1 (Purpose).
- “Snowflake Offering” has the meaning set forth in Customer’s Service Agreement, or if such term is not defined in Customer’s Service Agreement, as defined in the Snowflake Terms of Service located at https://www.snowflake.com/legal/terms-of-service/, between Customer (or one of its Affiliates) and Snowflake (or one of its Affiliates).
- [RESERVED]
- “Snowflake Review” has the meaning set forth in Section 4.2 (Review).
- “Taxes” means any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, any sales, use, GST, value-added, withholding, or similar taxes, whether domestic or foreign, or assessed by any jurisdiction, but excluding any taxes based on net income of Snowflake.
- “Terms” means these Snowflake Provider and Consumer Terms, made available at https://www.snowflake.com/legal/snowflake-provider-and-consumer-terms/, which may be updated from time to time in accordance with Section 11.8 (Changes to Terms).
- “Transaction” means any procurement or purchase of a Product from a Provider by a Consumer.
- “U.S. Government Amendment” has the meaning set forth in Section 1.2 (U.S. Government Amendment).
- “U.S. Governmental Entity” means an agency of the federal government of the United States of America, or any government of any state thereunder. If the U.S. Governmental Entity is a state government or an agency of a state government, then references to federal law or regulations shall be replaced with a reference to the corresponding state law or regulation if such exists.
- “Usage Data” means usage and operations data in connection with Customer’s use of the Marketplace, including metadata (e.g., Listing Information and Provider Profiles).
- “User” means the persons designated and granted access to the Marketplace by or on behalf of Customer, including as applicable, any of its and its Affiliates’ Contractors.
- “VAT/GST Registration Number” means the VAT/GST registration number of the business location(s) where Customer is legally registered and the Marketplace is used for business purposes.
- “Video Content” has the meaning set forth in Section 6.2 (Listing Information and Provider Profile).